ZOMDF 10-Q
Zomedica Corp. (ZOMDF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from __________ to __________.
Commission File Number:
(Exact name of registrant as specified in its charter)
Alberta, | ||
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
(Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
As of August 6, 2025,
ZOMEDICA CORP.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED
June 30, 2025
TABLE OF CONTENTS
Page | ||
3 | ||
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | ||
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 | ||
Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 | ||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 | ||
Notes to the Condensed Consolidated Financial Statements | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
32 | ||
32 | ||
32 | ||
33 | ||
2
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Zomedica Corp.
Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024
(United States Dollars in Thousands)
| June 30, |
| December 31, | |||
| 2025 |
| 2024 | |||
Assets |
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Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Available-for-sale securities |
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Trade receivables, net |
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Inventory, net |
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Prepaid expenses and deposits |
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Other receivables |
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Total current assets |
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Prepaid expenses and deposits |
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Property and equipment, net |
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Right-of-use assets |
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Goodwill |
| — |
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Intangible assets, net |
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Noncurrent available-for-sale securities |
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| — | ||
Other assets |
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Total assets | $ | | $ | | ||
Liabilities and shareholders’ equity |
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Current liabilities |
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Accounts payable | $ | | $ | | ||
Accrued income taxes |
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Current portion of lease obligations |
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Customer contract liabilities |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Lease obligations |
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Deferred tax liabilities, net |
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Customer contract liabilities |
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Other liabilities |
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Total liabilities | $ | | $ | | ||
Commitments and contingencies (Note 14) |
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Shareholders’ equity |
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Unlimited common shares, | $ | | $ | | ||
Additional paid-in capital |
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Accumulated deficit |
| ( |
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Accumulated comprehensive income |
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Total shareholders' equity |
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Total liabilities and shareholders’ equity | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Zomedica Corp.
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited) (United States Dollars in Thousands, Except for Per Share Data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Net revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue |
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Gross profit |
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Expenses |
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General and administrative |
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Research and development |
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Selling and marketing |
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Impairment expense |
| — |
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Loss from operations |
| ( |
| ( |
| ( |
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Interest income |
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Gain (loss) on disposal of assets | | ( | ( | ( | ||||||||
Other (expense) income |
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Foreign exchange gain (loss) |
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| ( |
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Loss before income taxes |
| ( |
| ( |
| ( |
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Income tax expense (benefit) |
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| ( |
| ( |
| ( | ||||
Net loss |
| ( |
| ( |
| ( |
| ( | ||||
Unrealized (loss) gain, change in fair value of available-for-sale securities, net of tax |
| ( |
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| ( |
| ( | ||||
Change in foreign currency translation |
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| ( |
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Net loss and comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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Weighted average number of common shares - basic and diluted |
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Loss per share - basic and diluted (Note 16) | $ | ( | $ | ( | $ | ( | $ | ( | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Zomedica Corp.
Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited) (United States Dollars in Thousands)
| Three Months Ended June 30, 2025 | ||||||||||||||||
Additional | Accumulated | ||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive |
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Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | |||||||
Balance at March 31, 2025 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
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Net loss | — | — | — | ( | — | ( | |||||||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
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Balance at June 30, 2025 |
| | $ | | $ | | $ | ( |
| $ | | $ | | ||||
| Six Months Ended June 30, 2025 | ||||||||||||||||
Additional | Accumulated | ||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive |
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Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | |||||||
Balance at December 31, 2024 | | $ | | $ | | $ | ( |
| $ | | $ | | |||||
Stock-based compensation |
| — |
| — |
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| — |
| — |
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Net loss | — | — | — | ( | — | ( | |||||||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
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Balance at June 30, 2025 |
| | $ | | $ | | $ | ( |
| $ | | $ | | ||||
| Three Months Ended June 30, 2024 | ||||||||||||||||
Additional | Accumulated | ||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive |
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Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | |||||||
Balance at March 31, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Stock-based compensation |
| — |
| — |
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| — |
| — |
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Stock issuance costs | — | — | ( | — | — | ( | |||||||||||
Net loss |
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| — |
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| ( |
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Other comprehensive loss |
| — |
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| — |
| — |
| ( |
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Balance at June 30, 2024 |
| | $ | | $ | | $ | ( |
| $ | ( | $ | | ||||
| Six Months Ended June 30, 2024 | ||||||||||||||||
Additional | Accumulated | ||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive |
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Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Total | |||||||
Balance at December 31, 2023 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
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Stock issuance costs |
| — |
| — |
| ( |
| — |
| — |
| ( | |||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| ( |
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Balance at June 30, 2024 |
| | $ | | $ | | $ | ( |
| $ | ( | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Zomedica Corp.
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024
(Unaudited) (United States Dollars in Thousands)
| Six Months Ended June 30, | |||||
| 2025 |
| 2024 | |||
Cash flows from operating activities: |
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Net loss | $ | ( | $ | ( | ||
Adjustments for: |
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Depreciation |
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Amortization - intangible assets |
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Impairment loss |
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Loss on disposal of property and equipment |
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Stock-based compensation |
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Noncash portion of rent benefit |
| ( |
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Accretion/amortization of available-for-sale securities |
| ( |
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Equity in loss of nonconsolidated entities | | | ||||
Deferred tax expense |
| ( |
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Change in assets and liabilities, net of acquisitions: |
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Purchased inventory |
| ( |
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Prepaid expenses and deposits |
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Trade receivables |
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Other receivables |
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Accounts payable |
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Accrued income tax |
| ( |
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Accrued expenses and other current liabilities |
| ( |
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Customer contract liabilities |
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Other liabilities |
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Net cash used in operating activities | ( | ( | ||||
Cash flows from investing activities: |
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Securities matured | | | ||||
Investment in nonconsolidated entities |
| — |
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Investment in property and equipment |
| ( |
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Acquisition of intangibles |
| ( |
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Net cash provided by investing activities | | | ||||
Increase (decrease) in cash and cash equivalents | | ( | ||||
Effect of exchange rate changes on cash | | ( | ||||
Cash and cash equivalents, beginning of year |
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Cash and cash equivalents, end of period | $ | | $ | | ||
Noncash activities: |
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Change in fair value of available-for-sale securities, net of tax | $ | ( | $ | ( | ||
Property and equipment accrued for in accounts payable | | | ||||
Transfer of property and equipment into intangibles | | | ||||
Transfer of inventory into property and equipment | | | ||||
Intangible assets accrued for in accounts payable | | — | ||||
Right-of-use assets obtained in exchange for operating lease obligations | | — | ||||
Supplemental cash flow information: |
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Interest received on available-for-sale securities | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
1. Nature of Operations
Zomedica Corp. (“Zomedica” or the “Company”) is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. The Company consists of the parent company, Zomedica Corp., its wholly owned U.S subsidiary, Zomedica Inc., and the wholly owned subsidiaries of Zomedica Inc.
2. Basis of Preparation
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated. The accounting policies set out below have been applied consistently in the condensed consolidated financial statements.
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. The Company’s management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025 (“2024 Form 10-K”).
3. Significant Accounting Policies
Basis of Measurement
The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.
Estimates and Assumptions
In preparing these condensed consolidated financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.
Functional and Reporting Currencies
The functional currency for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency. The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen is translated for financial reporting purposes, with translation gains and losses recorded as a component of other comprehensive income or loss. In respect of transactions denominated in currencies other than the Company’s and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures to disaggregate costs and expense line items presented on the face of the consolidated statements of operations and comprehensive loss. These disclosures include: (a) amounts related to purchased inventory, employee compensation, depreciation, amortization, and other significant components of
7
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
costs and expenses; (b) an explanation of costs and expenses that are not disaggregated quantitatively; and (c) the definition and total amount of selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The key amendments include: (a) introducing a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), (b) extending certain annual disclosures to interim periods, (c) clarifying that single reportable segment entities must apply ASC 280 in its entirety, (d) permitting more than one measure of segment profit or loss to be reported under certain conditions, and (e) requiring disclosure of the title and position of the CODM. This ASU is effective for public entities with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance in the fourth quarter of fiscal 2024. The adoption did not have a material impact on the consolidated financial statements.
Segment Reporting
The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments consist of Diagnostics and Therapeutic Devices.
Cash and Cash Equivalents
The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. As of June 30, 2025 and December 31, 2024, the Company's cash balances exceeded federally insured limits by approximately $
Investment Securities
Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, Investments – Debt Securities (“ASC 320”). The Company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of comprehensive loss.
Trade Receivables and Allowance for Credit Losses
Trade receivables are recorded net of an allowance for credit losses and have payment terms of 30-90 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of June 30, 2025, December 31, 2024, and December 31, 2023, trade receivable swere $
8
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out ("FIFO") method to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment
Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred. Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Included in property and equipment is construction in progress (“CIP”), which consists of property and equipment that are purchased or constructed and require time before being ready for their intended use. CIP is recorded at acquisition cost, including directly attributable installation costs. No depreciation is recorded on CIP until assets are complete and ready for use, at which point CIP balances are transferred to the appropriate property and equipment accounts, and depreciation begins in accordance with our policy.
Intangible Assets
Definite-lived intangible assets include acquired customer relationships, developed technology, licenses, trademarks, and tradenames. These assets are capitalized at cost and amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets, whether acquired in a business combination or separately, are recorded at cost, net of accumulated amortization and any impairment losses. The estimated useful lives and amortization methods are reviewed annually, with any changes applied prospectively.
Expenditures for the planning and ongoing operation of the Company’s website are expensed as incurred. Costs incurred for website application development and infrastructure enhancements are capitalized and amortized over their estimated useful life.
Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. These assets are not amortized but are assessed for impairment at least annually, or more frequently if events or circumstances indicate potential impairment.
Impairment of Long-Lived and Indefinite-Lived Intangible Assets
The Company evaluates long-lived assets, including property, equipment, and definite-lived intangible assets, for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. If the sum of estimated undiscounted future cash flows expected to be generated by an asset or asset group is less than its carrying value, an impairment loss is recognized. The impairment loss is measured as the excess of the asset’s carrying amount over its fair value.
Indefinite-lived intangible assets, including goodwill, are tested for impairment at least annually or when impairment indicators arise. If the carrying amount exceeds the fair value, an impairment loss is recognized.
During the first quarter of 2025, the Company identified a triggering event and recorded a material impairment charge related to certain long-lived and indefinite-lived intangible assets, including goodwill. See Note 10, Property and Equipment and Note 11, Goodwill and Intangible Assets, for further information.
9
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
Revenue Recognition
The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.
The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately. The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time.
The Company also enters into contracts with customers where it receives payment for the consumable products and does not receive additional or separate consideration for the use of the point of care instrument furnished by the Company for the clinical veterinarian’s use. For these contracts, the Company considers the guidance under ASC 842, Leases (“ASC 842”), in order to determine if the furnishing of the point of care instrument to the customer during the period of use creates an embedded lease. If the point of care instrument is identified as a lease, it is classified as an operating lease as it does not meet any of the finance lease criteria per ASC 842. In these arrangements, the consumable products are classified as non-lease components. The Company allocates revenue to these lease and non-lease components based on standalone selling prices or, if not available, a cost-plus approach. Revenue related to the lease component is recognized ratably over the term of the contract. Revenue related to the non-lease components is recognized when control of the product has been transferred to the customer.
The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned.
Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. These credits give rise to the contract liability contained on the balance sheet. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.
Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.
Disaggregated revenue for the three and six months ended June 30, 2025 and 2024 is as follows:
Three Months Ended June 30, | ||||||||||||||||||
Diagnostics | Therapeutic | Consolidated | ||||||||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||||
Capital | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Consumables | | | | | | | ||||||||||||
Other | - | | | | | |||||||||||||
Total revenue | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
10
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
Six Months Ended June 30, | ||||||||||||||||||
Diagnostics | Therapeutic | Consolidated | ||||||||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||||
Capital | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Consumables | | | | | | | ||||||||||||
Other | - | - | | | | | ||||||||||||
Total revenue | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Cost of Revenue
Cost of goods sold consists of overhead, materials, labor, shipping costs, and a portion of depreciation incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of revenue.
Research and Development
Research and development costs related to continued research and development programs are expensed as incurred.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, (“ASC 718”). Stock-based compensation expense is recognized for awards granted to employees and directors based on the fair value of the awards on the grant date. The Company’s stock-based compensation includes stock options, which are classified as equity awards, and stock appreciation rights (SARs), which are classified as liability awards.
The Company calculates stock-based compensation for stock options using the fair value method. The fair value of stock options at the grant date is determined using the Black-Scholes Option Pricing Model. The resulting fair value is recognized as compensation expense over the vesting period of the award using the graded vesting method. The Company’s stock option plans do not require the settlement of awards by transferring cash or other assets. Therefore, stock options are classified as equity awards. Compensation expense recognized during the period reflects the fair value of stock-based payment awards that are ultimately expected to vest. In accordance with ASC 718, the Company recognizes forfeitures of employee awards as they occur.
The Company accounts for SARs under ASC 718 as liability-classified awards because they are settled solely in cash and do not result in the issuance of equity. The fair value of SARs is measured at the grant date and remeasured at each reporting date until settlement. Changes in fair value are recognized as compensation expense in the consolidated statements of operations and comprehensive loss in the period of remeasurement. The fair value of SARs is determined using the Black-Scholes Option Pricing Model, incorporating significant assumptions such as expected stock price volatility, expected term of the award, and risk-free interest rate.
SARs vest over the defined vesting period, and compensation expense is recognized based on the proportion of the vesting period that has elapsed. Upon exercise, participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in Switzerland, Japan, the United States and various states within, including in Michigan where the Company’s headquarters are located. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.
The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities
11
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
in the United States, Canada, Japan, and Switzerland. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense.
Comprehensive Loss
Our comprehensive loss is reported in accordance with ASC 220, Income Statement — Reporting Comprehensive Income (“ASC 220”). Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with the translation of its Japanese subsidiary to the reporting currency.
Loss Per Share
Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.
4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.
Critical areas of estimation and judgements in applying accounting policies include the following:
Impairment Testing
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.
We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.
Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.
The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform
12
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.
Valuation and Payback of Property and Equipment
Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on third-party data that considers various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.
Revenue Recognition
The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode at hand with ample capacity to perform treatments.
5. Investment Securities
The following represents the Company’s investment securities as of June 30, 2025 and December 31, 2024:
Balance at June 30, 2025 | Acquisition | Accretion / | Unrealized | Estimated | ||||||||
Commercial paper | $ | | $ | | $ | — | $ | | ||||
Corporate notes / bonds | | | ( | | ||||||||
U.S. treasuries | | | ( | | ||||||||
U.S. govt. agencies | | | ( | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | ( | $ | |
Balance at December 31, 2024 | Acquisition | Accretion / | Unrealized | Estimated | ||||||||
Commercial paper | $ | | $ | | $ | | $ | | ||||
Corporate notes / bonds | | | | | ||||||||
U.S. treasuries | | | ( | | ||||||||
U.S. govt. agencies | | | ( | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | | $ | |
Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within Interest income on the consolidated statements of operations and comprehensive loss.
Accrued interest receivable related to the above investment securities amounted to $
13
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
Acquisition | Estimated | |||||
Original maturities of 90 days or less | $ | | $ | | ||
Original maturities of 91-365 days | | | ||||
Original maturities of 366+ days | | | ||||
Total investment securities | $ | | $ | |
6. Fair Value Measurements
In accordance with FASB ASC 820, Fair Value Measurement (“ASC 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. The Company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting.
ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1: | Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. |
Level 2: | Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. |
Level 3: | Unobservable data points for the assets or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuations based on inputs that are unobservable and involve management judgement and the reporting entity’s own assumptions about market participants and pricing. |
Cash and cash equivalents, accounts receivable, and accounts payable: The carrying amount of these assets approximate fair value due to the short maturity of these instruments. Cash and cash equivalents include marketable securities with an original maturity within 90 days.
Available-for-sale securities: The Company classifies marketable securities and other highly liquid investments, with a maturity of greater than three months and that can be readily purchased or sold using established markets, as available-for-sale. These investments are reported at fair value on the Company’s consolidated balance sheets and unrealized gains and losses are reported as a component of shareholders’ equity.
Stock Appreciation Rights liability: The Company measures its cash-settled SARs at fair value on a recurring basis using a Black-Scholes option-pricing model. The liability, classified as Level 2 within the fair-value hierarchy, is reported at fair value on the Company’s consolidated balance sheets, and changes in fair value are recognized as compensation expense in the consolidated statements of operations and comprehensive loss in the period of remeasurement.
14
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of June 30, 2025 and December 31, 2024:
Balance at June 30, 2025 | Level 1 | Level 2 | Level 3 | Estimated | ||||||||
Commercial paper | $ | — | $ | | $ | — | $ | | ||||
Corporate notes / bonds | — | | — | | ||||||||
U.S. treasuries | | — | — | | ||||||||
U.S. govt. agencies | | — | — | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | — | $ | |
Balance at December 31, 2024 | Level 1 | Level 2 | Level 3 | Estimated | ||||||||
Commercial paper | $ | — | $ | | $ | — | $ | | ||||
Corporate notes / bonds | — | | — | | ||||||||
U.S. treasuries | | — | — | | ||||||||
U.S. govt. agencies | | — | — | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | — | $ | |
The following tables shows our investments as of June 30, 2025 and December 31, 2024 and their respective balance sheet classifications:
Balance at June 30, 2025 | Cash & | Available- | Available- | Estimated | ||||||||
Commercial paper | $ | — | $ | | $ | — | $ | | ||||
Corporate notes / bonds | — | | — | | ||||||||
U.S. treasuries | — | | | | ||||||||
U.S. govt. agencies | — | | — | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | | $ | |
Balance at December 31, 2024 | Cash & | Available- | Available- | Estimated | ||||||||
Commercial paper | $ | — | $ | | $ | — | $ | | ||||
Corporate notes / bonds | — | | — | | ||||||||
U.S. treasuries | — | | — | | ||||||||
U.S. govt. agencies | — | | — | | ||||||||
Money market funds | | — | — | | ||||||||
Total investment securities | $ | | $ | | $ | - | $ | |
Unrealized gains and losses on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through June 30, 2025.
15
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
7. Inventory
June 30, 2025 | December 31, 2024 | |||||||||||||||||
Diagnostics |
| Therapeutic |
| Consolidated |
| Diagnostics |
| Therapeutic |
| Consolidated | ||||||||
Raw materials | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Finished goods |
| |
| |
| |
| |
| |
| | ||||||
Purchased inventory |
| |
| |
| |
| |
| |
| | ||||||
Total inventory |
| |
| |
| |
| |
| |
| | ||||||
Less: reserves |
| ( |
| — |
| ( |
| ( |
| — |
| ( | ||||||
Inventory, net | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
8. Prepaid Expenses and Deposits
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
Deposits | $ | | $ | | ||
Prepaid marketing |
| |
| | ||
Prepaid insurance |
| |
| | ||
Other |
| |
| | ||
Total prepaid expenses and deposits | $ | | $ | | ||
9. Accrued Expenses and Other Current Liabilities
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
Accrued employee compensation and benefits | $ | | $ | | ||
Accrued taxes |
| |
| | ||
Accrued professional services |
| |
| | ||
Other |
| |
| | ||
Total accrued expenses and other current liabilities | $ | | $ | | ||
10. Property and Equipment
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
Machinery and equipment | $ | | $ | | ||
Furniture and fixtures |
| |
| | ||
Laboratory equipment |
| |
| | ||
Leasehold improvements |
| |
| | ||
Construction in progress | | | ||||
Total property and equipment |
| |
| | ||
Less: accumulated depreciation |
| ( |
| ( | ||
Property and equipment, net | $ | | $ | | ||
Depreciation expense related to property and equipment is as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Depreciation expense | $ | $ | | $ | | $ | | |||||
During the first quarter of 2025, a significant decline in the Company’s market-capitalized value following the delisting of its common shares from NYSE American constituted a triggering event requiring interim impairment testing of goodwill. In connection with this
16
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
assessment, the Company reviewed its property and equipment for recoverability under ASC 360, Property, Plant, and Equipment (“ASC 360”). That review determined that certain assets within the Diagnostics segment were not fully recoverable. As a result, the Company recognized a $
11. Goodwill and Intangible Assets
The following table provides a rollforward of the carrying amount of goodwill by segment:
Diagnostics | Therapeutic | Total | |||||||
Balance at December 31, 2024 | $ | — | $ | | $ | | |||
Impairment | — | ( | ( | ||||||
Balance at June 30, 2025 | $ | — | $ | — | $ | — | |||
During the first quarter of 2025, the Company determined that a triggering event had occurred that required interim goodwill impairment analysis in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), due to a significant decline in its market capitalization, driven by a substantial decrease in its stock price following the delisting of its common shares from NYSE American. The Company concluded that the fair values of certain reporting units were below their carrying values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $
During the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability under ASC 360. It was determined that the carrying values of certain intangible assets exceeded their fair values. The decline in fair value was related to the same facts and circumstances as those noted above as part of our interim goodwill impairment analysis. The Company recognized $
During the second quarter of 2024, the Company determined that a triggering event had occurred requiring interim goodwill impairment testing due to slowed sales growth projections and allocation of operating expenses. The Company concluded that the carrying values of certain reporting units exceeded their fair values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $
17
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
The following table summarizes our intangible assets, net of accumulated amortization:
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
Computer software | $ | | $ | | ||
Customer relationships |
| |
| | ||
Licenses |
| |
| | ||
Technology |
| |
| | ||
Tradenames |
| |
| | ||
Trademarks | | | ||||
Website |
| |
| | ||
Intangibles under construction | | — | ||||
Total intangibles |
| |
| | ||
Less: accumulated amortization |
| ( |
| ( | ||
Intangibles, net | $ | | $ | | ||
Included within intangibles are $
The estimated future amortization of intangible assets is as follows:
2025 |
| $ | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 | | ||
Thereafter |
| | |
Total | $ | |
Amortization expense associated with intangible assets is as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Amortization expense | $ | | $ | | $ | | $ | | ||||
12. Stock-Based Compensation
Stock Options
The Zomedica Amended and Restated Stock Option Plan (the “Plan”) was amended and restated on June 15, 2022, and provides incentives through the grant of stock options which may be granted to the directors, officers, and employees of the Company. The Plan is administered by the Board of Directors of the Company, and the aggregate number of shares reserved for issuance under the Plan shall not, at the time of the stock option grant, exceed
During the six months ended June 30, 2025 and 2024, the Company issued
18
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
The continuity of stock options for the six months ended June 30, 2025 and 2024 are as follows:
Number of Options | Weighted-Average Exercise Price | |||||
Balance at December 31, 2024 |
| |
| $ | | |
Stock options granted |
| | | |||
Stock options forfeited |
| | | |||
Vested stock options expired |
| | | |||
Balance at June 30, 2025 |
| | $ | | ||
Vested at June 30, 2025 |
| | $ | | ||
Number of Options | Weighted-Average Exercise Price | |||||
Balance at December 31, 2023 |
| |
| $ | | |
Stock options granted |
| | | |||
Stock options forfeited |
| | | |||
Vested stock options expired |
| | | |||
Balance at June 30, 2024 |
| | $ | | ||
Vested at June 30, 2024 |
| | $ | | ||
The Company recorded the following stock-based compensation expense:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2025 |
| 2024 |
| 2025 |
| 2024 | ||||||
Stock-based compensation expense | $ | | $ | | $ | | $ | | ||||
As of June 30, 2025, the total unrecognized compensation cost related to nonvested awards was $
Cash-Settled Stock Appreciation Rights (“SARs”)
On August 12, 2024, the Board of Directors of the Company adopted the Zomedica Corp. 2024 Stock Appreciation Rights Plan (the “SAR Plan”). The SAR Plan is administered by the Board of Directors, which may delegate administration to a committee of the Board. Up to
The Board determines the exercise price of each SAR, which must not be less than the fair market value of one share of common stock on the grant date, as well as the term and vesting provisions of each award. The term of a SAR may not exceed
SARs granted to employees vest
Following termination of service, vested SARs may generally be exercised within
19
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
The continuity of SARs for the six months ended June 30, 2025 is as follows:
Number of SARs | Weighted-Average Exercise Price | |||||
Balance at December 31, 2024 | | $ | | |||
Balance at June 30, 2025 | | $ | | |||
Exercisable at June 30, 2025 | — | |||||
Vested at June 30, 2025 | — | |||||
As of June 30, 2025, unrecognized stock-based compensation expense related to non-employee director SARs was $
13. Income Taxes
The Company is in an overall domestic net deferred tax liability position for the six months ended June 30, 2025. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in partial utilization of the Company's US federal and state net operating loss carryforwards and has therefore concluded a valuation allowance of $
14. Commitments and Contingencies
From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of June 30, 2025, and continuing as of August 6, 2025, the Company is not aware of any pending or threatened material litigation claims against the Company.
Agreements with Qorvo Biotechnologies, LLC
On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Other than the obligation to purchase a minimum quantity of BAW sensors during the term of the BAW Sensor Supply Agreement from Qorvo US, Inc., the obligations under these agreements were terminated upon the acquisition of Qorvo Biotechnologies, LLC on October 4, 2023.
Development and License Agreement with Brisby, Inc.
On April 4, 2023, the Company entered into a Development and License Agreement with Brisby Inc. Under the terms of this agreement, Brisby grants the Company a license to use, develop, manufacture, have manufactured, offer for sale, sell, and import certain Brisby products, such as the Smart Pet Pad and the Intelligent Pet Bed, along with any future developments of these products.
As part of this agreement, the Company is required to make the following milestone payments:
| ● | $ |
| ● | $ |
| ● | $ |
20
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
| ● | $ |
As of June 30, 2025, the Company has made $
The Company’s investment in Brisby Inc. is accounted for under the equity method in accordance with ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”), and is included in Other assets on the consolidated balance sheets.
License and Supply Agreement with Cresilon, Inc.
On December 30, 2024 (the “Effective Date”), the Company entered into a License and Supply Agreement with Cresilon, Inc. Under the terms of this agreement, Cresilon will manufacture and supply VETIGEL® Hemostatic Gel and related products (the “Products”) to the Company, ensuring the Products materially conform to agreed specifications.
The agreement grants the Company a perpetual, royalty-bearing exclusive license to promote, market, and sell VETIGEL Products in the United States and, upon regulatory approval, Japan, as well as a non-exclusive license for global markets outside these territories. Both licenses include sublicensing rights but exclude any rights to manufacture the Products. Additionally, the Company received a non-exclusive, transferable trademark license to use Cresilon trademarks solely for the sale and importation of VETIGEL Products.
As part of this agreement, the Company is required to make the following considerations:
| ● | $ |
| ● | $ |
| ● | $ |
| ● | $ |
| ● | Royalties on Net Sales less amounts paid to Cresilon for the Products (“Cresilon Net Sales”), ranging from |
| ● | A Minimum Royalty obligation (beginning in the second calendar year following the Effective Date), consisting of: (a) a royalty based on at least $ |
15. Segment Information
The Company’s operations are comprised of
| ● | Diagnostics, which consists of TRUFORMA®, VetGuardian®, and TRUVIEW® products; and |
| ● | Therapeutic Devices, which consists of Assisi®, PulseVet®, and VETIGEL® products. |
The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer who has ultimate responsibility for enterprise decisions. Segment information is used by the CODM to evaluate financial performance and to make strategic decisions related to resource allocation and operational focus across the segments. The CODM does not assess individual expense line items beyond cost of goods sold, nor does the CODM evaluate additional financial measures or allocate assets at the segment level.
21
Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
Although our reportable segments provide similar products, each one is managed separately to better align with the Company’s customers and distribution / development partners. The CODM determines resource allocation for, and monitors performance of, the consolidated enterprise, which includes both the Diagnostics and the Therapeutic Devices segments. The CODM relies on internal segment reporting that analyzes results on certain key performance indicators, namely, revenues, cost of goods sold, and gross profit. Cost of goods sold is the only significant expense evaluated at the segment level, as it is critical for assessing gross profit and segment performance. Costs below gross profit, such as operating expenses, are not allocated to the segments, nor are asset groupings, except for the purpose of periodic impairment analysis.
The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30, | ||||||||||||||||||
| Diagnostics |
| Therapeutic |
| Consolidated | |||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Net revenue | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Cost of revenue |
| | | | |
| |
|
| | ||||||||
Gross profit | $ | | $ | ( | $ | | $ | | $ | | $ | | ||||||
Six Months Ended June 30, | ||||||||||||||||||
| Diagnostics |
| Therapeutic |
| Consolidated | |||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Net revenue | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Cost of revenue |
| | | | |
| |
|
| | ||||||||
Gross profit | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
For the three months ended June 30, 2025, revenue from external customers in the U.S. was $
16. Loss Per Share
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||||
Numerator |
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Net loss for the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||
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Loss per share - basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||
As of June 30, 2025 and 2024, the Company had stock options outstanding of
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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)
17. Subsequent Events
On July 4, 2025, the Unites States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act and easing the interest expense limitation rules of Section 163(j), among other changes. The Company anticipates an immaterial impact in the period of enactment and continues to evaluate the impact the new legislation will have on its consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
(All amounts are expressed in thousands unless otherwise indicated)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto for the quarter ended June 30, 2025. This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.
Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and Zomedica’s actual results may differ significantly from the results discussed in the forward-looking statements. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond Zomedica’s control. These risks could cause Zomedica’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; geopolitical tensions; laws and policies resulting from change in federal government administration; impact of trade tarrifs; changes in consumer confidence and spending in response to economic volatility; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by applicable law.
Components of Revenue and Costs and Expenses
Revenue
Our revenue consisted of consumables sold in the U.S. and internationally associated with our Assisi® products; capital and consumables sold in the U.S and internationally associated with our PulseVet® platform; consumables sold in the U.S associated with our TRUFORMA® platform; subscriptions and services sold in the U.S. associated with our TRUVIEW® products; capital and service agreements sold in the U.S. and internationally associated with our VetGuardian® products; and consumables sold in the U.S. associated with our VETIGEL® products.
Cost of Revenue
Cost of revenue consisted primarily of the cost of raw materials used in the assembly of: PulseVet® capital and consumables; TRUFORMA® capital and consumables; Assisi consumables; TRUVIEW® capital and consumables; and VetGuardian® capital and services. Cost of revenue also included the purchase cost of VETIGEL® consumables sourced under our supply arrangement with Cresilon, Inc. We expense all inventory obsolescence provisions related to normal manufacturing changes as cost of revenue.
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Operating Expenses
Our current operating expenses consist of three components — general and administrative expenses, research and development expenses, and selling and marketing expenses.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, wages, stock-based compensation, and overhead costs incurred to support our business as a publicly traded company. The functions involved include Accounting, Business Development, Finance, HR, Information Technology, Investor Relations, Legal, and portions of other functional areas. Included within these support costs are significant public company expenses such as stock exchange fees, annual meeting expenses, audit, tax, Sarbanes-Oxley, and other compliance costs.
Research and Development Expenses
Research and development expenses consist of salaries and related expenses for R&D personnel, fees paid to consultants and outside service providers, travel costs, and materials used in clinical trials and general research and development. These costs are primarily focused on leveraging our acquisition of Qorvo into new assay development for our TRUFORMA® platform, expanding capabilities and usability within existing products, and exploring new market opportunities.
Selling and Marketing Expenses
Selling and marketing expenses consist of personnel costs (including salaries and related benefits) and costs associated with sales and marketing activities (including conference and tradeshow attendance, sponsorships, and general advertising and promotional activities).
Canadian Taxes
In Canada, due to the uncertainty of realizing any tax benefits as of June 30, 2025, we continue to record a full valuation allowance against our Canadian deferred tax assets.
Translation of Foreign Currencies
The functional currency, as determined by management, for our subsidiaries in the United States, Switzerland, and Canada is the U.S. dollar, which is also our reporting currency.
The functional currency, as determined by management, for our Japanese subsidiary is the Japanese Yen. Japanese Yen is translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.
Stock-Based Compensation
Stock-based compensation expense is recognized for awards granted to employees and directors based on the fair value of the awards on the grant date. The Company’s stock-based compensation includes stock options, which are classified as equity awards, and SARs, which are classified as liability awards.
Equity-Classified Awards (Stock Options)
We measure the cost of equity-settled transactions by reference to the fair value of the equity instruments at the grant date. The fair value of stock options is calculated using the Black-Scholes Option Pricing Model and recognized as compensation expense over the vesting period of the award using the graded vesting method. Since our stock-based compensation plans do not require settlement in cash or other assets, stock options are classified as equity awards.
Compensation expense recognized during the period reflects the fair value of stock-based payment awards that are ultimately expected to vest. We account for forfeitures of employee awards as they occur. The expected term of stock options, which represents the period the options are expected to remain outstanding, is estimated based on the average term of the options. The risk-free interest rate is based on the U.S. treasury yield curve at the time of grant for the expected term. We assume a zero dividend yield at the date of grant, as we do not anticipate paying dividends in the foreseeable future. The expected volatility used in valuing stock options is calculated based on the historical price of the Company’s stock. Changes in volatility would result in a corresponding increase or decrease in the fair value of the options.
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Liability-Classified Awards (SARs)
The Company accounts for SARs as liability-classified awards because they are settled solely in cash and do not result in the issuance of equity. The fair value of SARs is initially measured at the grant date and subsequently remeasured at each reporting date until settlement. The fair value of SARs is calculated using the Black-Scholes Option Pricing Model and recognized as compensation expense over the vesting period of the award using the straight-line method. Changes in fair value are recognized as compensation expense in the consolidated statement of operations during the period of remeasurement based on the proportion of the vesting period that has elapsed. The expected term of SARs, which represents the period the SARs are expected to remain outstanding, is estimated based on the average term of the SARs. The risk-free interest rate is based on the U.S. treasury yield curve at the time of valuation for the expected term. We assume a zero-dividend yield, as we do not anticipate paying dividends in the foreseeable future. The expected volatility used in valuing SARs is calculated based on the historical price of the Company’s stock. Changes in volatility would result in a corresponding increase or decrease in the fair value of the SARs.
Upon exercise, SAR participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR. Since SARs are remeasured at each reporting date, volatility in the Company’s stock price may lead to fluctuations in the recognized compensation expense and recorded liability.
Loss Per Share
Basic loss per share, or EPS (earnings per share), is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.
Comprehensive Loss
Our comprehensive loss is reported in accordance with ASC 220, Income Statement — Reporting Comprehensive Income (“ASC 220”). Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses, and related disclosures during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those described below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 3 of the notes to our consolidated financial statements included within our 2024 Form 10-K, management has identified the following as “Critical Accounting Policies and Estimates”: Intangible Assets and Business Combinations; Impairment Testing; Valuation and Payback of Property and Equipment; and Revenue Recognition and Liabilities Due to Customers. We believe that the estimates and assumptions involved in these accounting policies may have the greatest potential impact on our financial statements.
Impairment Testing
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.
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We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.
Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.
The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.
During the first quarter of 2025, the Company determined that a triggering event occurred, which required interim testing for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The triggering event was related to the Company’s market capitalized value, which is a function of its stock price, which had reduced significantly subsequent to the delisting of the Company’s common shares from NYSE American during the three months ended March 31, 2025. We elected to perform a quantitative analysis as part of our interim goodwill impairment test. Our analysis of the PulseVet reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 163%. Our analysis of the Assisi reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 128%. As part of the Company’s quantitative analysis, we updated our implied fair value calculations to more closely align with our reduced market capitalization as of March 31, 2025. As a result, a non-cash goodwill impairment charge of $45,555 was recorded for the three months ended March 31, 2025. Given that no goodwill remained on our consolidated balance sheets after March 31, 2025, there were no further impairment considerations for the three months ended June 30, 2025.
In connection with our interim impairment analysis during the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”). It was determined that the carrying values of certain intangible assets exceeded their fair values, which were impacted by the same factors noted in the goodwill impairment analysis. As a result, the Company recognized $8,297 in non-cash impairment charges related to these amortizable intangible assets. During the three months ended June 30, 2025, no impairment indicators were identified, which would require a recoverability assessment of intangible assets under ASC 360. Therefore, no impairment charges were recorded for the second quarter of 2025.
Additionally, as part of the interim impairment analysis the Company evaluated its property and equipment for recoverability under ASC 360. Based on this assessment, it was determined that certain property and equipment assets were not fully recoverable due to the same triggering event described above. As a result, the Company recognized a non-cash impairment charge of $1,981 million related to property and equipment during the three months ended March 31, 2025. During the three months ended June 30, 2025, no impairment indicators were identified requiring a recoverability assessment of property and equipment under ASC 360. Accordingly, no impairment charges were recorded for the second quarter of 2025.
While the Company continues to believe its estimates of fair value for its amortizable intangible assets and property and equipment are reasonable, changes in assumptions concerning future financial performance, increases in discount rates, or other market and operational factors could negatively impact the recoverability of these assets. As a result, the Company may be required to recognize additional impairment charges related to its amortizable intangible assets or property and equipment in future periods.
Valuation and Payback of Property and Equipment
Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.
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The customer is obligated to purchase consumables during the placement period. However, since the customer is not obligated to purchase the capital, and can return it at any time, we are exposed to a risk of loss to the extent the customer returns the capital and discontinues consumable or related service purchases.
As of June 30, 2025, the carrying value of our Diagnostic instruments was $9,935. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument. A 25% reduction in the estimated revenues associated with annual placements of instruments would increase the payback period from 4.39 years to 5.85 years as of June 30, 2025.
Revenue Recognition
The nature of our Therapeutic Device business segment gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. When revenue is recognized, a simultaneous adjustment for returns is estimated, reducing revenue. Estimated return credits are presented as a reduction to gross sales with the corresponding reserve presented as customer contract liabilities.
Variable consideration related to unused shock credits is calculated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, enabling the customer to always have a trode on hand with ample capacity to perform treatments.
The number of trodes returned by year is tracked against the number of trodes sold in that same year, creating a current experience rate. It is assumed that the ultimate return rate for the trodes is 98%. For annual calculations, it is assumed that the expected returns in the current year for each layer increase to the experience rate of the year immediately preceding it. Once the 98% is reached the layer is removed from the calculation. The annual incremental change in expected returns is multiplied by an average return credit amount, generating the current liability due to customers.
The average return credit is calculated by dividing the actual shock credits issued by the actual number of trodes returned. A variance in the assumed return rate compared to the actual rate would impact the estimate and potentially understate net sales (overestimated rate) or overstate net sales (underestimated rate) in any given year and create a corresponding misstatement of the liability due to customers.
Results of Consolidated Operations
Our results of operations for the three and six months ended June 30, 2025 and 2024 are as follows:
Revenue
Revenue for the three months ended June 30, 2025 was $6,964, compared to $6,131 for the three months ended June 30, 2024, an increase of $833, or 14%. Revenue for the six months ended June 30, 2025 was $13,464 , compared to $12,393 for the six months ended June 30, an increase of $1,071, or 9%.
The increase in sales for the three months ended June 30, 2025, was primarily due to growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period, growth in our existing Assisi® products, growth in consumables sales in our existing PulseVet® products, and sales from VETIGEL®, which the Company began to market and sell in the current period. The increase in sales for the six months ended June 30, 2025, was primarily due to growth in consumables sales in our existing PulseVet® products, growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period, and sales from VETIGEL®, which the Company began to market and sell in the current period. In general, we expect revenue to increase in subsequent periods as we increase our sales, marketing, and commercialization efforts.
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Cost of Revenue
Cost of revenue for the three months ended June 30, 2025 was $2,298, compared to $1,769 for the three months ended June 30, 2024, an increase of $529, or 30%. Cost of revenue for the six months ended June 30, 2025 was $4,391, compared to $3,914, an increase of $477, or 12%.
The increase in cost of revenue for the three months ended June 30, 2025, was primarily driven by increased manufacturing expense resulting from higher unit sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024. The increase in cost of revenue for the six months ended June 30, 2025, was driven primarily by increased manufacturing expense resulting from higher unit sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024, partially offset by prior period manufacturing costs related to integration of our Minnesota manufacturing facility, which did not recur in the current period. We anticipate that costs of revenue will continue to increase in subsequent periods in accordance with increased unit sales as described above.
Gross Profit
Gross profit margin for the three months ended June 30, 2025 was 67%, compared to 71% for the three months ended June 30, 2024. Gross profit margin for the six months ended June 30, 2025 was 67%, compared to 68% for the six months ended June 30, 2024.
The decrease in gross profit margin percentage for the three months ended June 30, 2025, was primarily due to higher depreciation expense associated with capital projects completed in the second half of 2024 and the impact of the change in product mix associated with our unit sales. These increases were partially offset by improvements associated with the integration of our Minnesota manufacturing facility, as well as the further absorption of fixed costs driven by increased unit sales. The decrease in gross profit margin percentage for the six months ended June 30, 2025, was primarily due to higher depreciation expense associated with capital projects completed in the second half of 2024.
General and Administrative
General and administrative expense for the three months ended June 30, 2025 was $6,162, compared to $7,976 for the three months ended June 30, 2024, a decrease of $1,814, or 23%. General and administrative expense for the six months ended June 30, 2025 was $12,424, compared to $16,601 for the six months ended June 30, 2024, a decrease of $4,177, or 25%.
The decrease in general and administrative expense for both comparative periods was driven primarily by professional fees for specialized accounting and development work associated with acquisitions in the prior comparative period, which did not recur; lower stock-based compensation expense; one-time special meeting and proxy fees incurred in the prior comparative period, which did not recur; and lower wages and related benefits. While we expect future general and administrative expense to increase, we expect it to decrease proportionally relative to sales and related product expansion.
Research and Development
Research and development expense for the three months ended June 30, 2025 was $1,886, compared to $1,506 for the three months ended June 30, 2024, an increase of $380, or 25%. Research and development expense for the six months ended June 30, 2025 was $3,739, compared to $3,277 for the six months ended June 30, 2024, an increase of $462, or 14%.
The increase in research and development expenses for both comparative periods was primarily driven by the continued buildup of internal capabilities to develop, test, and manufacture our next generation of therapeutic and diagnostic products. This included increases in external consulting and contract manufacturing fees, as well as lab supplies expense. We anticipate that research and development expense will continue to increase as we maintain and enhance our current product lines and develop new products.
Selling and Marketing
Selling and marketing expense for the three months ended June 30, 2025 was $4,653, compared to $3,923 for the three months ended June 30, 2024, an increase of $730, or 19%. Selling and marketing expense for the six months ended June 30, 2025 was $9,660, compared to $8,030, an increase of $1,630, or 20%.
The increase in selling and marketing expenses for both comparative periods was primarily driven by higher salaries and commissions associated with the increased headcount of our sales department as we continued to build out our staff through recent hiring campaigns. We expect future selling and marketing expense to increase in line with product expansion and growth in our commercialization efforts.
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Impairment Expense
There was no impairment expense recorded for the three months ended June 30, 2025. Impairment expense for the three months ended June 30, 2024 was $16,024. Impairment expense for the six months ended June 30, 2025 was $55,833, compared to $16,024 for the six months ended June 30, 2024.
The impairment expense for the six months ended June 30, 2025 was due to impairment charges recognized as a result of a significant decline in the Company’s market capitalization following the delisting of its common shares from NYSE American. The impairment charges consisted of $45,555 related to goodwill, $8,297 related to amortizable intangible assets, and $1,981 related to property and equipment. The impairment charge for the three and six months ended June 30, 2024 was attributable to goodwill impairment recognized as a result of slowed future growth projections and the allocation of operating expenses.
Net Loss
Net loss for the three months ended June 30, 2025 was $7,398 compared to a net loss of $23,931 for the three months ended June 30, 2024, a decrease of $16,533, or 69%. Net loss for the six months ended June 30, 2025 was $71,207, compared to $33,091 for the six months ended June 30, 2024, a increase of $38,116, or 115%.
The change in net loss for both comparative periods was attributed to the matters described above, particularly the significant impairment expense. We expect to continue to record net losses in future periods until such time as we have sufficient revenue from product sales to offset our operating expenses.
Cash Flows
The following table shows a summary of our cash flows for the periods set forth below:
| Six Months Ended June 30, | ||||||||||
| 2025 |
| 2024 |
| Change | ||||||
Cash used in operating activities | $ | (12,090) | $ | (14,309) | $ | 2,219 |
| (16)% | |||
Cash provided by investing activities |
| 13,085 |
| 9,397 | 3,688 |
| 39% | ||||
Increase (decrease) in cash and cash equivalents |
| 995 |
| (4,912) | 5,907 |
| 120% | ||||
Effect of exchange rate changes on cash |
| 113 |
| (101) | 214 |
| 212% | ||||
Cash and cash equivalents, beginning of period |
| 7,021 |
| 12,952 | (5,931) |
| (46)% | ||||
Cash and cash equivalents, end of period | $ | 8,129 | $ | 7,939 | $ | 190 |
| 2% | |||
Net cash used in operating activities for the six months ended June 30, 2025 was $12,090, compared to $14,309 for the six months ended June 30, 2024, a decrease in cash used of $2,219, or 16%. The decrease in cash used in operating activities primarily resulted from the decrease in operating expenses noted above, excluding the impact of non-cash charges, including stock-based compensation and impairment expense.
Net cash provided by investing activities for the six months ended June 30, 2025 was $13,085, compared to $9,397 for the six months ended June 30, 2024, an increase in cash provided of $3,688, or 39%. The increase in cash provided by investing activities primarily resulted from decreased capital expenditures and decreased investment in nonconsolidated entities as compared to the prior comparative period. The prior period capital expenditures amount was driven largely by warehouse expansion spend, which did not recur in the current period.
Liquidity, Capital Resources, and Financial Condition
We have incurred losses and negative cash flows from operations since our inception in May 2015. As of June 30, 2025, we had an accumulated deficit of $289,122. We continue to fund our working capital requirements primarily through revenue generating activity and proceeds generated from our past sales of our equity and equity-related securities and the exercise of stock options and warrants.
As of June 30, 2025, the Company had working capital (defined as current assets minus current liabilities) of $60,476.
Short-Term Cash Requirements
We believe that our existing cash is sufficient to fund our expected short-term needs (defined as the next 12 months). We currently have fixed obligations in association with our building leases and quarterly inventory orders. We also have payment obligations associated
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with our on-going clinical studies, and we believe that we have sufficient cash to cover these requirements. We do not expect that our operations will require significant increases in our short-term cash needs, and our short-term cash requirements have not changed materially since the 2024 Form 10-K.
Long-Term Cash Requirements
We believe that our existing cash resources will be sufficient to fund our expected operational requirements for the long-term period (defined as beyond the next twelve months). We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements. Ongoing business development activity may also require us to use some of our liquidity and use of additional capital to fund newly acquired operations. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations.
Our future capital requirements depend on many factors, including, but not limited to:
| ● | the costs and timing of our development and commercialization activities; |
| ● | the cost of manufacturing our existing and future products; |
| ● | the cost of marketing and selling our existing and future products including marketing, sales, service, customer support and distribution costs; |
| ● | the expenses needed to attract and retain skilled personnel; |
| ● | the costs associated with being a public company; |
| ● | the costs associated with additional business development or mergers and acquisitions activity, including acquisition-related costs, earn-outs or other contingent payments and costs of developing and commercializing any technologies to which we obtain rights; |
| ● | third-party costs associated with the development and commercialization of our existing and future products and the ability of our development partners to satisfy our requirements on a timely basis; |
| ● | the scope and terms of our business plans from time to time, and our ability to realize upon our business plans; and |
| ● | the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent claims, including litigation costs and the outcome of any such litigation. |
The Company’s long-term cash requirements have not changed materially since the 2024 Form 10-K.
U.S. Taxes
As of June 30, 2025, we had deferred tax assets for net operating loss carryforwards for U.S. federal income tax purposes of $18,769 and non-capital loss carryforwards for Canada of $6,419, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382, our U.S. federal income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $14,955.
On July 4, 2025, the Unites States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act and easing the interest expense limitation rules of Section 163(j), among other changes. The Company anticipates an immaterial impact in the period of enactment and continues to evaluate the impact the new legislation will have on its consolidated financial statements.
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Climate Change
Increased public awareness and concern about climate change will likely continue to (1) generate more regional and/or national requirements to reduce greenhouse gas emissions; (2) increase energy efficiency and reduce carbon pollution; and (3) cause a shift to cleaner and more sustainable sources of energy which may be more expensive than using fossil fuels as an energy source.
The potential impact of climate change on our operations and the needs of our customers remains uncertain. Scientists have proposed that the impacts of climate change could include changes in rainfall patterns, water shortages, changes to the water levels of lakes and other bodies of water, changing storm patterns, more intense storms and changing temperature levels. These changes could be severe and vary by geographic location. Climate change may also affect the occurrence of certain natural events, the incidence and severity of which are inherently unpredictable.
The effects of climate change also may impact our decisions to construct new buildings or maintain existing facilities in any areas that are or become prone to physical risks, which could similarly increase our operating costs. We could also face indirect financial risks passed through the supply chain that could result in higher prices for resources, such as energy. Additionally, climate change may adversely impact the demand, price and availability of property and casualty insurance that insures our physical assets. Due to significant economic variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on us in the future.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Evaluation of our disclosure controls
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer.
Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
During the three months ended June 30, 2025 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
There have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Item 6. Exhibits.
The exhibits listed on the accompanying index to exhibits immediately preceding the exhibits are filed as part of, or hereby incorporated by reference into, this Quarterly Report.
EXHIBIT INDEX
Exhibit |
| Description |
|---|---|---|
10.1+ | ||
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | ||
32.1* | ||
101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL (1). | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document (1). | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (1). | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (1). | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (1). | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (1). | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1) |
+ | Indicates management contract or compensatory plan. |
* | Furnished herewith |
** | Filed herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 6, 2025.
Zomedica Corp. | ||
By: | /s/ Larry Heaton | |
Name: | Larry Heaton | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
By: | /s/ Michael Zuehlke | |
Name: | Michael Zuehlke | |
Title: | Vice President of Finance and Corporate Controller | |
(Principal Financial and Accounting Officer) | ||
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